HomeMy WebLinkAboutTB Penick & Sons Inc and Cross-Defendants; 2023-03-15;SETTLEMENT AGREEMENT AND MUTUAL RELEASE
This Settlement Agreement and Mutual Release (hereinafter "AGREEMENT") is entered
into by, between, and among Plaintiff, City of Carlsbad, (hereinafter "PLAINTIFF" or the
"CITY"), Defendant and Cross-Complainant, T.B. Penick & Sons, fnc., (hereinafter
"DEFENDANT" or "TB PENICK"), and Cross-Defendants, Alcorn Fence Company, A & P
Drywall, Inc., Certified Concrete, Inc., G.A. Abell, Inc. dba Precision Electric Company, Lyons
& Son Masonry, Inc., Interior Logic Group, Inc., successor in interest to Picketfence Design, Inc.
dba PFD Floor Covering, N.Y. T ile and Marble, lnc., Mountain Movers, Queen City G lass Co.,
Glassforce, Inc., Scott Michael, Inc., SWCS, Inc., and Wally Hollyday (hereinafter collectively,
("CROSS-DEFENDANTS"), on behalf of themselves and their respective principals, agents,
attorneys, officers, directors, shareho lders, servants, representatives, employees, members,
pattners, subsidiaries, affili ated companies, insurers, third-party administrators, predecessors,
successors-in-interest and assigns.
All of the above-named individuals and entities are hereinafter collectively referred to as
the "SETTLING PARTIES" in this AGREEMENT with respect to the claims described herein.
This AGREEMENT is entered into by the SETTLING PARTIES in order to reach a
settlement of disputes arising from PLAINTIFF's Complaint filed in the San Diego Superior Court
in the County of San Diego, State of California, and containing allegations of defects from the
construction of a public park and recreational facili ty known as Alga Norte Community Park which
is located 6565 Alicante Road in the City of Carlsbad, County of San Diego, State of California
(hereinafter "the PARK"), to avoid the fees and costs that would be incurred in litigation; and to
minimize the fees and expenses that would continue to be incurred by the SETTLING PARTIES.
In consideration of the promises made in this AGREEMENT, the SETTLING PARTIES agree to
enter into thi s AGREEMENT on the terms listed herein.
1.0 Recitals
1.1 WHEREAS, on or about April 24, 2012, PLAINTIFF, City of Carlsbad, and
DEFENDANT, T.B. Penick & Sons, Inc., entered into a Design-Build Agreement for the design
and construction of the Park ("D-B AGREEMENT"). PLAINTIFF filed the Notice of Completion
for the Park on June 10, 20 14. The D-B AGREEMENT included a five-year bumper to bumper
warranty ("WARRANTY").
1.2 WHEREAS, after project completion, PLAINTIFF placed DEFENDANT on notice
of certain WARRANTY and construction defect claims. DEFENDANT accepted and resolved
certain claims, and did not resolve others, which became disputed.
1.3 WHEREAS, on April 24, 2019, PLAINTIFF filed a Complaint (the
"COMPLAINT") against DEFENDANT in the San Diego County Superior Court (hereinafter
"SDSC"). The case is identified as SDSC Case No. 37-2019-000211 75-CU-BC-NC.
DEFENDANT thereafter filed a Cross-Complaint against the CROSS-DEFENDANTS. The term
"ACTION" includes the COMPLAINT and any and all claims and defect a llegations raised by
PLAINTfFF against DEFENDANT and by DEFENDANT against CROSS-DEFENDANTS, as
(01194625: I} Page I of9
well as claims in Cross-Actions made or capable of being made against PLAINTIFF or
DEFENDANT by the SETTLING PARTIES arising from the ACTION.
1.4 WHEREAS, PLAINTIFF's COMPLAINT set forth certain WARRANTY/defect
claims in connection with the construction of the PARK. All DEFENDANTS and CROSS-
DEFENDANTS disputed all allegations of PLArNTIFF.
1.5 WHEREAS, during the course of the litigation, the SETTLING PARTIES engaged
in multiple mediation sessions through JAMS, with the Hon. Stephan Sundvold (ret.), acting as
mediator. During mediation, PLAINTIFF and DEFENDANT and certain CROSS-
DEFENDANTS resolved certain WARRANTY/Defect claims by separate settlement agreements,
which are not part of this AGREEMENT.
1.6 WHEREAS, the SETTLING PARTIES also appeared through their respective
principals, counsel and insurance claims representatives and participated virtually in a mediation
on November 30, 2022. Following extensive good faith negotiations among the parties through
their respective counsel during and after the mediation and after further mediated settlement
negotiations, the SETTLING PARTIES reached a fu ll and final settlement of the ACTION.
1.7 WHEREAS, it is the intent of the SETTLING PARTIES to fully and finally resolve
the ACTION. The SETTLING PARTTES each recognize that litigation among themselves would
require substantial time, effort, and expense unless the ACTION is settled and terminated between
and among them and wish to reduce to writing the fu ll terms of their agreement and release.
1.8 The SETTLING PARTIES represent that each expressly has the authority to
execute this AGREEMENT, and that this AGREEMENT as so executed will be binding upon each
of them and that the representations set forth in thi s AGREEMENT shall endure forever and shall
survive the execution of this AGREEMENT.
2.0 No Admission
In making this AGREEMENT, the SETTLING PARTIES do not admit the sufficiency of
any claims, allegations, assertions, contentions, or positions of any other party, or the sufficiency
of any defenses to any such claims, allegations, assertions, contentions or positions. Further, in
making this AGREEMENT, the SETTLrNG PARTIES agree that the covenant and release
comprising this AGREEMENT are not intended to be admissions of liability, negligence, willful
conduct, breach of contract, coverage, the duty to defend, the duty to indemnify or fault of any
kind whatsoever, by any SETTUNG PARTY or any SETTLING PARTY's insurer(s).
AGREEMENT AND RELEASE
WHEREFORE, in consideration of the covenants and agreements expressed herein, and
the recitals set forth above, which form a part of, and are incorporated into, this AGREEMENT,
the SETTLING PARTIES hereto agree as follows:
{01 194625 I} Page 2 of9
3.0 Settlement Terms
3.1 In exchange for the releases set forth in this AGREEMENT, the CITY has agreed
to accept One Million Nine Hundred Twenty Three Thousand One Hundred N inety Two Dollars
and No Cents ($1,923,192.00) (the "Total Settlement Amount"). The Total Settlement Amount
must be paid to the CITY within thirty (30) calendar days after the CITY's execution of this
Agreements. Any checks delivered to the CITY in satisfaction of DEFENDANT's and/or CROSS-
DEFENDANTS' obligations under this Agreement shall be made payable to the City of Carl sbad.
DEFENDANT and CROSS-DEFENDANTS, or their respective insurers, have agreed to pay the
Total Settlement Amount in the monetary amounts set forth below ("SETTLEMENT
PAYMENTS"):
Party Settlement Amounts
Alcorn Fence Company $55,000.00
Allied Concrete, Inc. $8,000.00
A & P Drywall, Inc., $200,000.00
Certified Concrete, Inc. $7,500.00
G.A. Abell , Inc. dba Precision Electric $15,000.00
Company,
Lyons & Son Masonrv, Inc., $15,000.00
Interior Logic Group, Inc., successor tn $400,000.00
interest to Picketfence Design, Inc. dba PFD
Floor Covering, and N. Y. Tile and Marble, Inc.
Mountain Movers $7,500.00
Queen City Glass Co./Glassforce, Inc. $50,000.00
Scott Michael, r nc. $47,500.00
SWCS, Inc. $100,000.00
T.B. Penick & Sons, Inc. $1,007,692.00
Wally Hollyday $] 0,000.00
TOT AL SETTLEMENT AMOUNT $1,923,192.00
The above-noted Settlement Payments are inclusive of previous full or partial payments
made by and on behalf of various parties to TB Penick, which are documented in the attached
Exhibit A.
3.2 DEFENDANT and CROSS-DEFENDANTS will provide their full or remaining
Settlement Payments to TB PENICK in sufficient time to allow TB PENICK to deliver the Total
Settlement Amount to the CITY within 30 calendar days after the date the CITY signs the
Settlement Agreement. The full or remaining settlement payments should be made payable to
"Kennedy & Souza Client Trust Account," Tax ID: 33-0983178, and sent to: Kennedy & Souza,
APC. c/o Daniel Ikeri, Esq., 7964 Arjons Drive, Suite I, San Diego, CA 92126.
3.3 Each SETTLING PARTY shall bear its own costs, attorney's fees, expert fees, and
court fees incurred in relation to this ACTION.
(01194625 I } Page3of9
3.4 Mutual Release
Upon the payment of the Total Settlement Amount to the CITY, each of the SETTLING
PARTlES hereby fully release and discharge all other SETTLING PARTIES from any and all
actions, causes of action, agreements, demands, investigative costs, contracts, covenants,
obligations, duties, damages, losses, additional insured defense obligations, liabilities and
expenses of whatever kind or nature, in law, equity or otherwise, whether known or unknown,
suspected or unsuspected, anticipated or unanticipated, which SETTLING PARTIES and their
affiliates have, had, or hereafter may have, directly or indirectly, arising out of, in connection with,
relating to or concerning this ACTION.
3.5 Waiver of California Civi l Code section 1542
The SETTLING PARTIES acknowledge that each of them has read the mutual releases in
this AGREEMENT and have had the opportunity to di scuss the nature, contents, and implications
of thi s release with their respective counsel and know and understand the full content and effect of
this release. The SETTLING PARTIES further declare that each of them understands the fu ll
nature, extent and import of Section 1542 of the California Civil Code. Accordingly, with such
full knowledge and understanding, the SETTLING PARTIES hereby waive and relinquish any
and all rights or benefits that they may have under the provisions of Section 1542 of the California
Civil Code, with respect to the claims released hereby. California Civil Code section 1542 reads
as fo llows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR
RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR
AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER,
WOULD HA VE MATERlALL Y AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR OR RELEASED PARTY.
4.0 Confidentiality
The SETTLING PARTIES and their attorneys shall not affirmatively disclose the specific
terms, conditions, and covenants of this AGREEMENT except: (i) where mutually agreed to in
writing by the parties; (ii) where necessary to share such information with the patties' accountants
or attorneys; (iii) where disclosure to a governmental entity, or CITY staff or officials is required;
(iv) where disclosure is ordered by a court of competent jurisdiction; (v) where disclosure is
required by the California Public Records Act or other government statute or public transparency
requirement; or, (vi) when necessary to enforce this AGREEMENT or carry out its obligations.
This confidentiality provision is a material term of this AGREEMENT, and its violation shall
constitute a breach of this AGREEMENT.
5.0 General Conditions
5.1 Binding Agreement
This AGREEMENT shall be binding upon and inure to the benefit of the SETTLING
PARTIES and their respective insurers, successors, devisees, executors, affiliates, representatives,
assigns, officers, directors, partners, agents, and employees.
{ 0 I 194625: I } Page 4 of9
5.2 Final Agreement
Each SETTLING PARTY acknowledges that (1) this AGREEMENT and its reduction to
final form is the result of extensive good faith negotiations among the parties through their
respective counsel; (2) said counsel has carefully reviewed and examined this AGREEMENT for
execution by said parties, or any of them; and (3) any statute or rule of construction that ambiguities
are to be resolved against the drafting party shal I not be employed in the interpretation of this
AGREEMENT.
5.3 Informed Consent
The SETTLING PARTIES expressly state that they have consulted their respective
attorneys of record herein concerning all portions of this AGREEMENT and the releases set forth
above and have been fully advised by their own attorneys with respect to their rights and
obligations hereunder. Each party hereto has cooperated in the drafting and preparation of this
AGREEMENT and therefore any construction of the intent of the parties hereto or the language
hereof to be made by a court of law shall not be presumptively construed against any of the parties
hereto.
5.4 No Inducement
Each SETTLING PARTY expressly warrants and represents that, in executing this
AGREEMENT, it is not relying upon any representation, promise, inducement or statement made
by or on behalf of any of the other persons or entities which/who are parties to this AGREEMENT,
nor is any party relying on any omission or the absence of any statement, re presentation, promise
or inducement not made herein. Each of the SETTLlNG PARTIES hereto expressly waives any
right it might ever have to claim that this AGREEMENT was in any way induced by fraud. The
SETTU NG PARTIES further represent that they have been represented by legal counsel during
the course of the negotiations leading to the signing of this AGREEMENT, and that they have
been advised by legal counsel with respect to the meaning of this AGREEMENT and its legal
effect.
The SETTLING PARTIES represent that each person signing this AGREEMENT has the
authority necessary to execute the AGREEMENT on behalf of the party or entity for whom or
which he or she is acting, and that upon execution of the AGREEMENT, it will be fully binding
and enfo rceable in accordance with its terms, and that no other consent or approval of any kind is
required or necessary for this AGREEMENT to be bind ing. The SETTLING PARTIES also
hereby warranty and represent that they are the owners of all rights and claims released by this
AGREEMENT and that they have not assigned, transferred, or conveyed those rights or claims to
any other person or entity.
5.5 Modifications
Thi s AGREEMENT may not be amended or modified except by a written instrument
executed by all the SETTLING PARTIES to thi s AGREEMENT.
(01194625: I} Page 5 of9
5.6 Litigation Costs
Each of the Parties will bear its own attorn eys' fees and costs and will not seek recovery
of litigation costs, experts' fees, investi gative fees, attorneys' fees, or other related fees and costs
against the other as a result of or in connection with this Action.
5.7 Applicable Law
Thi s AGREEMENT is made and entered into in the State of California, County of San
Diego, and shall be deemed to have been executed and delivered within the State of California,
and the rights and obligations of the parties hereunder shall be governed by, and construed, and
enforced in accordance with the laws of the State of Californi a.
5.8 Counterparts
This AGREEMENT may be executed by fax or email and in counterparts with the same
effect as if all original signatures were placed on one document, and which, when taken together,
shall constitute one original AGREEMENT.
5.9 Paragraph Headings
Paragraph headings are for reference only and shall not affect the interpretation of any
paragraph hereto.
5.10 Effective Date
The SETTLING PARTIES hereto deem this AGREEMENT to be effecti ve as of the date
that the AGREEMENT is fully executed by all SETTLING PARTIES.
5.11 Severability
ln the event any condition, covenant or provision herein contained is held to be invalid,
unenforceable, or void by any court of competent j urisdiction, the same shal I be deemed severable
from the remainder of AGREEMENT and shall in no way affect any other condition, covenant or
provision herein contained, and the remainder of AGREEMENT shall continue to be valid and
enforceable. If such condition, covenant, or other provision shall be deemed invali d or
unenforceable due to scope or breadth, such provision shall be deemed valid to the extent of the
scope or breadth permitted by law.
5.12 Enforcement
The SETTLING PARTIES agree that this AGREEMENT is a binding settlement pursuant
to Cali fornia Code of Civil Procedure secti ons 664.6 and 664.7 and that the Superior Court of the
State of California, County of San Diego, will retain j urisdi ction over the SETTLING PARTIES
to enforce this AGREEMENT. Before the initiation of any enforcement action by any Party, the
Party sha ll mediate the dispute with JAMS, Hon. Stephan Sundvold (ret.), or other mediator, in
the event Judge Sundvold is unavailable. fn the event of any dispute, motion or action relating to
{01194625:1) Page 6 of9
the interpretation or enforcement of this AGREEMENT, the prevaili ng party shall be entitled to
attorney's fees actually incurred, together with expert witness expenses. and other costs relating to
any such proceeding or litigation.
5.13 Cooperation
The SETTLING PARTIES agree to cooperate Cully and execute any and all supplemental
documents and to take all additional actions that may be necessary or appropriate to give full force
and effect of the terms and intent of this AGREEMENT.
5.14 Execution Pursuant to C.C.P. *664.7
The SETTLING PARTIES hereby acknowledge that, to the extent a SETfLING PARTY
is a bankrupt entity, dissolved corporation, suspended corporation, no longer in business and/or
has no officers or representatives to execute this AGREEMENT, and to the extent the settl ement
is approved by and/or being paid on bchalfof such SE'ITLING PARTY by a policy or pol icies of
insurance. this AGREEMENT may be executed on behalf of the PARTY by counsel retained by
such insurance carrier(s) pursuant to California Code of Civil Procedure section 664. 7.
TN WITN ESS WHEREOF, the undersigned have executed this AGREEMENT and mutual
release on the date affixed by their signature.
Dated: February 16, 2023
APPROVED AS TO FORM:
Cindie K. McMahon, City Attorney
BY:
Cindie K. McMahon
City Attorney
(Ol 19~C.25:I)
ick, Cit Mana •er
Page 7 nf'J
Dated: February 22, 2023
Dated:
Dated:
Dated:
Dated:
Dated:
Dated:
{ 0 I 194625: I }
T.B. PENICK & SONS, INC.
By: ----------------Chief Executive Officer
ALCORN FENCE COMPANY
By:----------------
A& P DRYWALL, INC.
By:----------------
By:
CERTIFIED CONCRETE, INC.
----------------
G.A. ABELL, INC. OBA PRECISION
ELECTRlC COMPANY
By:----------------
LYONS & SON MASONRY, INC.
By:----------------
INTERIOR LOGIC GROUP, INC.,
SUCCESSOR IN INTEREST TO
PICKETFENCE DESIGN, INC. OBA PFD
FLOOR COVERING
By:----------------
Page 8 of9
Dated:
Dated:
Dated:
Dated:
Dated:
Dated:
Dated:
{01194625 I}
E-Served: Feb 24 2023 4:00PM PST Via Case Anywhere
T.B. PENICK & SONS, INC.
By:
ALCORN FENCE COMPANY
By: ~ ~ 2.23.2023
A& P DRYWALL, INC.
By:
CERTIFIED CONCRETE, £NC.
By:
G.A. ABELL, lNC. OBA PRECISION
ELECTRIC COMPANY
By:----------------
L YONS & SON MASONRY, INC.
By:---------------
INTERIOR LOGIC GROUP, INC.,
SUCCESSOR IN INTEREST TO
PICKETFENCE DESIGN, INC. OBA PFD
FLOOR COVERfNG
By:----------------
Page 8 of9
Dated:
Dated:
Dated:
Dated:
Dated:
Dated:
{O I 194625: I)
T.B. PENICK & SONS, INC.
By: ---------------
ALCORN FENCE COMPANY
By:---------------
A&P DRYWALL, INC.
By.;:-----::::::---,..
By:
By:
By:
By:
CERTIFIED CONCRETE, INC.
---------------
G.A. ABELL, INC. DBA PRECISION
ELECTRIC COMPANY
---------------
LYONS & SON MASONRY, INC.
---------------
INTERIOR LOGIC GROUP, INC.,
SUCCESSOR IN INTEREST TO
PICKETFENCE DESIGN, INC. OBA PFD
FLOOR COVERING
---------------
Page 8 of9
Dated:
Dated:
Dated:
Dated: Z -Z3 -23
Dated:
Dated:
Dated:
{01193918:1]
T.B. PENICK & SONS, INC.
By: ---------------
ALCORN FENCE COMP ANY
By:---------------
A&P DRYWALL, INC.
By: ---------------
By:
CERTIFIED CONCRETE, INC.
G.A. ABELL, INC. DBA PRECISION
ELECTRIC COMPANY
---------------
LYONS & SON MASONRY, INC.
By:---------------
By:
INTERIOR LOGIC GROUP, INC.,
SUCCESSOR IN INTEREST TO
PICK.ETFENCE DESIGN, INC. DBA PFD
FLOOR COVERING
---------------
Page 8 of9
Dated: T.B. PENICK & SONS, INC.
By:
Dated: ALCORN FENCE COMPANY
By:
Dated: A&P DRYWALL, INC.
By:
Dated: CERTIFIED CONCRETE, INC.
By:
Dated: G.A. ABELL, INC. OBA PRECISION
;?-Zt?~ Zo?Z. ~ ELECTRIC COMP ANY
~~ By:
Dated: LYONS & SON MASONRY, INC.
By:
Dated: INTERIOR LOGIC GROUP, INC.,
SUCCESSOR IN INTEREST TO
PICK.ETFENCE DESIGN, INC. DBA PFD
FLOOR COVERING
By:
(01193918: I} Page 8 of9
Dated:
Dated:
Dated:
Dated:
Dated:
'\
Dated: '3 _ \ ? _ '2.,
Dated:
{01 19462.'i:1}
By:
By:
By:
By:
By:
By:
T.B. PENICK & SONS, INC.
---------------
ALCORN FENCE COMPANY
---------------
A&P DRYWALL, INC.
-------------
CERTIFIED CONCRETE, INC.
---------------
G.A. ABELL, INC. DBA PRECISION
ELECTRIC COMP ANY
---------------
LYONS & SON MASONRY, INC.
INTERIOR LOGIC GROUP, INC.,
SUCCESSOR IN INTEREST TO
PICKETFENCE DESIGN, INC. DBA PFD
FLOOR COVERING
---------------
Page8 of9
DocuSign Envelope ID: 18FD287F-C33E-4225-84CB-5BC463A7CAF4
Dated:
Dated:
Dated:
Dated:
Dated:
Dated:
Dated: 2/18/2023
(0 I I 93918: I }
T.B. PENICK & SONS, INC.
By:-----------------
By:
By:
By:
By:
By:
ALCORN FENCE COMPANY
-----------------
A&P DRYWALL, INC.
-----------------
CERTIFIED CONCRETE, INC.
-----------------
G.A. ABELL, INC. DBA PRECISION
ELECTRIC COMPANY
-----------------
LYONS & SON MASONRY, INC.
-----------------
LNTERIOR LOGIC GROUP, INC.,
SUCCESSOR IN INTEREST TO
PICKETFENCE DESIGN, INC. DBA PFD
FLOOR COVERING
r~;-n~
By : _L_~885~F ~5=15=64=85~446=2·~-------------
John Scirnone, Chief Financial Officer
Page 8 of9
Dated: 2--/ 4-2 3 N.Y.TILE AND MARBLE, rNC.
By:/ ,fiJnd-LL -
n unse execu ing pursua
and limitations of CCP 664.7
Dated: QUEEN CITY GLASS CO.
By: -----------------
Dated: GLASSFORCE. INC.
By: -----------------
Dated: SCOTT MICHAEL, INC.
By: -----------------
Dated: SWCS, rNC.
By: -----------------
Dated: WALLY HOLLYDAY
By: -----------------
Dated: MOUNTAIN MOVERS
B
{01193918: 11 Page 9 of9
Dated: N.Y.TILE AND MARBLE, INC.
By:
Dated: 2/24/23 QUEEN CITY GLASS CO.
By: af;tffeN/
Ashley Evans, Vice President
Dated: GLASSFORCE, INC.
By:
Dated: SCOTT MICHAEL, INC.
By:
Dated: SWCS, INC.
By:
Dated: WALLY HOLLYDAY
By: -----------------
Dated: MOUNTAIN MOVERS
B
{01 194625: I } Page 9 of 9
Dated:
Dated:
D~ed: Feb.27,2023
Dated:
Dated:
Dated:
Dated:
{01194625: I}
N.Y.TlLE AND MARBLE, JNC.
By: -----------------
QUEEN CITY GLASS CO.
By:-----------------
GLASSFORCE, INC.
By: ~S1f;;_c_._°'_n_a_•J~"'-· ~-~~e.--"'111'-r.,_~-~---~~
Insurance retained counsel executing pursuant to the
rights and limitations of CCP 664.7
SCOTT MICHAEL, JNC.
By: -----------------
SWCS, fNC.
By:-----------------
WALLY HOLLYDAY
By: -----------------
MOUNTAIN MOYERS
B
Page 9 of9
E-Served: Mar 6 2023 2:33PM PST Via Case Anywhere
Dated: N.Y.TILE AND MARBLE, INC.
By:
Dated: QUEEN CITY GLASS CO.
By:
Dated: GLASSFORCE, INC.
By:
Dated: 3/6/2023 SCOTT MICHAEL, INC.
By: 460ft"~
Dated: SWCS, INC.
By:
Dated: WALLY HOLLYDAY
By: ----------------
Dated: MOUNTAIN MOVERS
B
{01194625: 1} Page 9 of9
Dated: N.Y.TILE AND MARBLE, INC.
By:
Dated: QUEEN CITY GLASS CO.
By:
Dated: GLASSFORCE, INC.
By:
Dated: SCOTT MICHAEL, INC.
By:
Dated ef-// &,/ c). 3 B(4{d.i
Dated: WALLY HOLLYDAY
By: ---------------
Dated: MOUNTAIN MOVERS
B:
{01194625:1} Page 9 of9
Dated: N. Y.TILE AND MARBLE, INC.
By: ----------------
Dated: QUEEN CITY GLASS CO.
By: ----------------
Dated: GL/\SSPORCE, INC.
By: ----------------
Dated: SCOT!' MICHAEL. INC.
By: ----------------
Dated: SWCS, INC.
By: ----------------
Dated: 2 / 21/23 W/\LLY IIOLLYH' By•-u&➔~
Dated: MOUNTAIN MOVERS
Bv:
(Ol 19~625: I J
Dated: N.Y.TILE AND MARBLE, INC.
By:
Dated: QUEEN CITY GLASS CO.
By:
Dated: GLASSFORCE, INC.
By:
Dated: SCOTT MlCHAEL, INC.
By:
Dated: SWCS, INC.
By:
Dated: WALLY HOLLYDAY
By:
(01194625: l} Page 9 of9